BellRing Brands (NYSE: BRBR) expands $500M credit line and extends debt maturity

Rhea-AI Filing Summary

BellRing Brands, Inc. amended its existing credit agreement on August 22, 2025, significantly expanding and extending its revolving credit facility. The company increased the available revolving credit from $250.0 million to $500.0 million, giving it a larger committed source of liquidity. The scheduled maturity for the revolver is now August 22, 2030, but will be December 14, 2029 if the company’s 7.00% Senior Notes due 2030 have not been redeemed or fully refinanced into debt maturing at least 91 days after August 22, 2030.

Interest on U.S. dollar borrowings will be based on either a base rate plus a margin initially at 1.00% (ranging from 1.00% to 1.75%) or a term SOFR rate plus a margin initially at 2.00% (ranging from 2.00% to 2.75%), in each case tied to the company’s secured net leverage ratio. Euro and U.K. Pounds Sterling borrowings carry similar margin grids initially set at 2.00%. Facility fees on unused commitments will initially accrue at 0.25% per year, with a range of 0.25% to 0.35% depending on leverage. The amendment also broadens certain covenant baskets, including for common stock repurchases, giving the company more flexibility within its debt framework.

Insights

Corporate credit and capital structure analyst

BellRing doubles revolver size, extends maturity, and lowers pricing, improving funding flexibility.

BellRing Brands amended its syndicated credit agreement to increase the revolving credit facility from $250.0 million to $500.0 million, extend the revolver maturity to August 22, 2030, and adjust pricing grids tied to its secured net leverage ratio. This gives the company a larger committed liquidity backstop and longer runway on this key source of funding, while aligning margins with its credit profile.

Borrowings in U.S. dollars can now be priced off a base rate plus a margin initially at 1.00% or term SOFR plus a margin initially at 2.00%, with both margins stepping between 1.00%–1.75% and 2.00%–2.75% based on leverage. Similar initial margins of 2.00% apply to Euro and U.K. Pounds Sterling borrowings, and unused commitments carry facility fees between 0.25% and 0.35% per year. These terms suggest modestly more favorable or at least refined economics compared with the prior structure.

The amendment also broadens certain covenant baskets, including for common stock repurchases, which may allow more flexibility in capital returns while remaining within agreed leverage parameters. The maturity step-down to December 14, 2029 if the 7.00% Senior Notes due 2030 are not redeemed or refinanced underscores how the bank group is tying revolver availability to the refinancing of those notes. Subsequent disclosures may show how actively BellRing uses the expanded facility over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2025

BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39093						87-3296749
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)
2503 S. Hanley Road			St. Louis			Missouri			63144
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			BRBR			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 22, 2025, BellRing Brands, Inc. (the “Company”) entered into a First Amendment to Credit Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, each lender (as defined in the Credit Agreement (as defined below)) party thereto and certain of the Company’s subsidiaries, as guarantors.

The Amendment amends the Company’s Credit Agreement, dated as of March 10, 2022 (as amended by the Amendment, the “Credit Agreement”) to, among other matters,

•increase the amount of the revolving credit facility available under the Credit Agreement from $250.0 million to $500.0 million;

•extend the scheduled maturity date for loans under the revolving credit facility to August 22, 2030, except that the maturity date will be December 14, 2029 if on such date the Company’s 7.00% Senior Notes due 2030 have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after August 22, 2030;

•as described in more detail below, reduce the interest rate on borrowings under the revolving credit facility; and

•broaden certain exceptions to covenants (“baskets”) contained in the Credit Agreement that would otherwise restrict certain activities by the Company, such as repurchases by the Company of its common stock.

After giving effect to the Amendment, borrowings under the revolving credit facility will accrue interest at an annual rate equal to: (a) in the case of loans denominated in U.S. dollars, at the Company’s option, the base rate (as defined in the credit agreement) plus a margin that will initially be 1.00% and thereafter will range from 1.00% to 1.75% depending on the Company’s secured net leverage ratio (as defined in the Credit Agreement), or the term SOFR rate (as defined in the Credit Agreement) for the applicable interest period plus a margin that will initially be 2.00% and thereafter will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio; (b) in the case of loans denominated in Euros, the adjusted Eurodollar rate (as defined in the Credit Agreement) for the applicable interest period plus a margin that will initially be 2.00% and thereafter will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio; and (c) in the case of loans denominated in U.K. Pounds Sterling, the daily simple RFR (as defined in the Credit Agreement) plus a margin that will initially be 2.00% and thereafter will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio. Facility fees on the daily unused amount of commitments under the Credit Agreement will initially accrue at the rate of 0.25% per annum, and thereafter, depending on the Company’s secured net leverage ratio, will accrue at rates ranging from 0.25% to 0.35% per annum.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Representations and warranties contained in the Amendment were made only for purposes of the Amendment and as of the date specified therein, were solely for the benefit of the parties to the Amendment and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Certain of the lenders under the Credit Agreement and other parties to the Amendment, or their affiliates, have provided, and may in the future provide, investment banking, commercial banking, broker dealer, financial advisory or other services for the Company, its subsidiaries and/or its affiliates, from time to time, for which they have received, or may in the future receive, customary compensation and fees and reimbursement of expenses.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant

The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 2.03 by this reference.

9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 25, 2025			BellRing Brands, Inc.
			(Registrant)
			By:			/s/ Craig L. Rosenthal
			Name:			Craig L. Rosenthal
			Title:			Chief Legal Officer

FAQ

What did BellRing Brands (BRBR) change in its credit facility?

BellRing Brands amended its credit agreement to increase the revolving credit facility from $250.0 million to $500.0 million, extend the revolver maturity, reduce interest margins on borrowings, and broaden certain covenant baskets, including those that affect share repurchases.

How did BellRing Brands (BRBR) change the maturity of its revolving credit facility?

The scheduled maturity date for loans under the revolving credit facility was extended to August 22, 2030, but will be December 14, 2029 if the 7.00% Senior Notes due 2030 have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after August 22, 2030.

What are the new interest rate margins on BellRing Brands’ (BRBR) revolver borrowings?

For U.S. dollar loans, BellRing’s borrowings will accrue interest at either the base rate plus a margin that initially is 1.00% (ranging from 1.00% to 1.75%) or term SOFR plus a margin that initially is 2.00% (ranging from 2.00% to 2.75%), depending on the secured net leverage ratio. Loans in Euros and U.K. Pounds Sterling carry an adjusted Eurodollar or daily simple RFR base plus a margin initially at 2.00%, with a 2.00% to 2.75% range based on the same leverage test.

What fees will BellRing Brands (BRBR) pay on unused revolver commitments?

Facility fees on the daily unused amount of commitments under the amended credit agreement will initially accrue at 0.25% per annum, and then range from 0.25% to 0.35% per annum depending on BellRing’s secured net leverage ratio.

How does the amendment affect BellRing Brands’ (BRBR) ability to repurchase stock?

The amendment broadens certain covenant exceptions, often called “baskets”, that otherwise restrict activities such as repurchases of common stock. This means BellRing has expanded flexibility, within the credit agreement, to conduct share repurchases.

Which financial institutions are involved in BellRing Brands’ (BRBR) amended credit agreement?

JPMorgan Chase Bank, N.A. is the administrative agent under the amended credit agreement, and various lenders and certain BellRing subsidiaries are parties to the amendment. Some of these lenders or their affiliates have provided, and may in the future provide, investment banking, commercial banking, broker dealer, financial advisory or other services to BellRing and its affiliates for customary compensation and fees.